Dear Stakeholders,
The Board of Directors of your Company hereby present the 52nd Annual Report for the
Financial Year ended on 31st March, 2023 together with the Audited Statement of
Accounts for the said Financial Year.
FINANCIAL RESULTS
As per Rule 8(5) of The Companies (Accounts) Rules, 2014, (i) the financial summary for
the Year ended on 31s March 2023 is given below (IND-AS Format):
(Figs in Rs. Lakhs)
| PARAMETERS |
F.Y. 2022-23 |
F.Y. 2021-22 |
| Revenue from operations |
0.00 |
0.00 |
| Other Income |
444.01 |
98.06 |
| Total Income |
444.01 |
98.06 |
| Expenditure |
272.97 |
223.87 |
| PBIDT |
0.00 |
-125.81 |
| Depreciation |
4.11 |
0.01 |
| Interest |
0.04 |
0.50 |
| Net Profit / Loss |
166.89 |
-126.32 |
| Exceptional items |
0.00 |
0.00 |
| Net profit from ordinary Activities |
166.89 |
-126.32 |
| Loss from discontinued operations |
0.00 |
0.00 |
| Profit/Loss for the period |
166.89 |
-126.32 |
| EPS |
1.32 |
-1.00 |
Information pursuant to Section 134 (1) and (2) of the Companies Act, 2013, Auditor's
report & Balance Sheet, Profit and Loss Account and Cash Flow Statement for year ended
31.03.2023 is annexed with this report.
PRODUCTION & SALES
There was no production & sales during the year as the company does not have any
manufacturing plant at present
CAPITAL EXPENDITURE:
Capital Expenditure of Rs.1.37 Lakhs was incurred during the year as additions to the
renovated flats.
CAPITAL STRUCTURE
The Authorised Share Capital of the Company is Rs. 2000.00 Lakhs and Subscribed &
Paid up share capital is Rs. 1261.94 Lakhs. There was no change in the share capital
during the year under review.
PUBLIC DEPOSITS
The Company has not accepted any public deposits and as such, no amount on account of
principal or interest on public deposits was outstanding as on the date of the balance
sheet.
ANNUAL RETURN
Information pursuant to Section 134 (3) (a) of the Companies Act, 2013, the extract of
Annual Return in Form MGT-9 as provided under sub - section (3) of Section 92 is available
at the company's website ‘www.trivenialassltd.com' and can be accessed
by clicking ‘http://www.trivenialassltd.com/bse.htmr.
DIRECTORS' & THEIR MEETINGS
Information pursuant to Section 134 (3) (b) of the Companies Act, 2013, the Board of
Directors at present consists of Mr. J.K. Agrawal, Managing Director, Mr. A.K. Dhawan
Director (Finance) and Independent Directors namely, Mr.lshwar Chandra Agarwal and Mr.
Abhishek Jain and Mrs. Manju Agarwal Mr. Piyush Kesarwani. The details of Meetings of the
Company held in the year are given in Corporate Governance Compliance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanation obtained by them, your Directors make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013.
i. In the preparation of annual accounts for the financial year ended March 31st,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures.
ii. The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year ended on
March 31st 2023 and of the profit or loss of the Company for that period.
iii. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.
iv. The Directors had prepared the annual accounts on a going concern basis.
v. The Directors had laid down an adequate system of internal financial control to be
followed by the Company and that such internal financial controls are adequate and were
operating efficiently and
vi. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors including audit of internal financial controls over financial
reporting by the statutory auditors and reviews performed by the management and the audit
committee, the board is of the opinion that the Company's internal financial controls were
adequate and effective during the financial year 2022-23.
FRAUD REPORTING BY AUDITORS
Information pursuant to Section 134 (3) (ca) of the Companies Act, 2013, no such fraud
has been detected by the auditors to mention herein.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
Statement pursuant to Section 134 (3) (d) of the Companies Act 2013 read with section
149 (6) of Companies Act 2013 is given in the Annexures 1 & 2 to this Report.
SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT & REMUNERATION
Information pursuant to Section 134 (3) (e) of the Companies Act, 2013 read with
subsection (3) of Section 178 is given under Annexure 3 - Corporate Governance
Compliance Report
AUDITORS & AUDITORS' REPORT
According to Section 134 (3) (f) (i) of the Companies Act, 2013, the Auditors, M/s.
Amit Ray & Co., Chartered Accountants are the existing Statutory Auditors of the
Company. They have audited the financials of the Company for the Financial Year 2022-23
and nil qualification has been observed.
M/s. Amit Ray & Co, Chartered Accountants, were appointed as the Statutory Auditors
of the Company for the period of five years, to hold office from the conclusion of 51st
Annual general meeting held in the year 2022 till the conclusion of the 56th Annual
general meeting to be held in the financial year 2027. (As ratification clause being
omitted under the amendment act vide MCA notification dated 07.06.2018, hence no
ratification is required).
SECRETARIAL AUDITORS
According to Section 134 (3) (f) (ii) of the Companies Act, 2013, the Board of
Directors of the Company have appointed Mr. Ayush Sinha, Practicing Company Secretary, as
the Secretarial Auditor of the Company for the financial year 2022-23, in terms of Section
204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Report of the Secretarial Audit and Certificate of
disqualification of directors pursuant to Regulation 34(3) and Schedule V Para C clause
(10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
annexed herewith as Annexure 4 and forms an integral part of this Report. The
comments mentioned in Secretarial Audit Report are self-explanatory.
COMMENTS ON AUDIT REPORT BY THE BOARD
The Secretarial Audit Report by the Secretarial Auditor and the Independent Audit
Report by the Statutory Auditors for the year ended 2022-23 does not contain any
qualification, hence no further comments have been given by the Board and the said reports
are unanimously accepted and approved by the Board.
LOANS, GUARANTEES OR INVESTMENTS
Disclosure pursuant to Section 134(3) (g) of the Companies Act, 2013 regarding Loans,
guarantees and investments covered under Section 186 of the Companies Act, 2013 form part
of the notes to the financial statements
RELATED PARTY TRANSACTIONS
Information pursuant to Section 134 (3) (h) of the Companies Act, 2013, read with Rule
8 of Companies (Accounts) Rule, 2014 is given in the Annexure 5 and relevant
related party transaction policy is also presented in a separate section forming part of
the Annual Report.
COMPANY'S AFFAIRS
During the year the company earned other income of Rs. 4.44 Crores out of which Rs.
3.85 Crores was on account of sale of land and balance is other income. The company made a
profit of Rs. 1.67 Crores during the year.
As already mentioned earlier the company has taken up the following two activities:-
1) Refurnishing & Renovation of Officer Flats:-
During the year the second building got completed but we were not able to make any
fresh sale of flats due to technical reasons, which are now getting resolved and we are
hopeful that during 2023-24 we shall be able to sell most of the flats. Also we would be
able to take up another block for renovation and try to complete it by the year end.
2) Sale of Land
We were able to find buyers for 7 acres of land out of which about 3.90 acres were got
registered and payment received. We are hopeful that during 2023-24 we would be able to
sell a good part of our land bank, as the issues being faced for slow sale of land will
get resolved
RESERVE & SURPLUS
Pursuant to Section 134 (3) (j) of the Companies Act 2013, Capital Reserves of the
Company at Rs 3427.94 Lakhs and Security Premium Account was Rs 4408.75 Lakhs.
Information pursuant to Section 134 (3) (k) of the Companies Act, 2013, in the view of
the fact that the company is in the stage of recovery from a sick company and still has
some financial liabilities your directors are not in a position to recommend any dividend
for the financial year ending March 2023.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Information pursuant to Section 134 (3) (I) of the Companies Act, 2013, the Company has
sold its manufacturing unit situated at Rajahamundry, Andhra Pradesh on 23.02.2020 and has
taken the approval of shareholders through postal ballot on 22.03.2020 for the sale of
Allahabad Closed Unit during the year and further plans to be engaged in the real estate
sector. It initially, would be refurbishing the existing 72 no. of flats and sell them at
the best market prices. It also intends to sell the factory land in due course of time.
The going concern status of the Company does not get affected due to sale of Rajahmundry
Unit.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule
8 of Companies (Accounts) Rule, 2014 is not applicable as there is no manufacturing unit
of the company at present.
RISK MANAGEMENT POLICY
Information pursuant to Section 134 (3) (n) of the Companies Act, 2013 is given in the Annexure
6 to this Report
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Information pursuant to Section 134 (3) (o) of the Companies Act, 2013, read with Rule
8 of Companies (Accounts) Rule, 2014 is given in the Annexure 7 and relevant
Corporate social responsibility policy is also presented in a separate section forming
part of the Annual Report.
BOARD EVALUATION
As per Rule 8 (4) of Companies (Accounts) Rule, 2014 and pursuant to Section 134 (3)
(p) of the Companies Act, 2013, we at Triveni believe in striving and excelling against
contenders not only through products and initiatives but also through effective and
efficient Board monitoring. As required under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, an evaluation of all the
directors, the Board as a whole and its committees was conducted based on the criteria and
framework adopted by the Board.
The details of the said evaluation have been enumerated in the Corporate Governance
Report, which is annexed to the Boards' Report.
SUBSIDIARIES
Information pursuant to Rule 8 (5) (iv) of Companies (Accounts) Rule, 2014, the company
has no subsidiary company, joint ventures or Associates.
CHANGE IN NATURE OF BUSINESS
Information pursuant to Rule 8 (5) of Companies (Accounts) Rule, 2014, as stated
earlier, the company has sold its Rajahmundry unit and got shareholders approval through
postal ballot on 22.03.2020 for sale of Allahabad closed Unit of the Company. Although,
the Rajahmundry Plant is sold, there is no impact on the going concern of the Company. At
present, the Company has no other manufacturing activity and plans to move into the real
estate sector where it is to be engaged in renovation of existing 72 no. of flats and sell
buildings comprising of 72 residential flats which it intend to repair/refurbish and sell
at best market prices, as mentioned in the board Meeting held on 24.01.2020.
SIGNIFICANT AND MATERIAL ORDERS
Information pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rule, 2014, there are
no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in the future.
INTERNAL FINANCIAL CONTROL
Information pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rule, 2014, the
Company has laid down certain guidelines, processes and structure, which enables
implementation of appropriate internal financial controls across the organization. Such
internal financial controls encompass policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of business, including adherence to its
policies, safeguarding of its assets, prevention and detection of frauds and errors, the
accuracy and completeness of accounting records and the timely preparation of reliable
financial information. These include control processes both on manual and IT applications
including the ERP application wherein the transactions are approved and recorded.
Appropriate review and control mechanisms are built in place to ensure that such control
systems are adequate and are operating effectively.
The Company has, in all material respects, an adequate internal financial controls
system and such internal financial controls were operating effectively based on the
internal control criteria established by the Company considering the essential components
of internal control, stated in the Guidance Note on Audit of Internal Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India.
PARTICULARS OF EMPLOYEES
The Statement containing ratio of remuneration paid to each director and the median
employee remuneration and other details in terms of sub-section 12 of section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 form a part of this report.
The Statement containing particulars in terms of subsection 12 of section 197 of the
Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 form a part of this report.
Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual
Report, excluding the aforesaid information, is being sent to the members of the Company
and others entitled thereto. The said information is available for inspection at the
registered office of the Company during business hours on working days Saturday &
Sunday of the Company up to the date of the ensuing Annual General Meeting. Any
shareholder interested in obtaining a copy thereof, may write to the Company Secretary in
this regard.
COMMISSION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR
Information pursuant to Section 194 (14) of the Companies Act, 2013, no separate
commission is being paid to the said directors.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Code has been placed on the Company's website www.triveniqlassltd.com.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. All the Board Members and the Senior Management personnel
have confirmed compliance with the Code.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company is committed to the high standards of Corporate Governance and stakeholder
responsibility. The Company has established a vigil mechanism to be known as the 'Whistle
Blower Policy' for its Directors and employees, to report instances of unethical behavior,
actual or suspected, fraud or violation of the Company's Code of Conduct. The aim of the
policy is to provide adequate safeguards against victimization of whistle blower who
avails of the mechanism and also provide direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases.
Accordingly, ‘Whistle Blower Policy' has been formulated with a view to provide a
mechanism for the Directors and employees of the Company to approach the Ethics Counselor
or the Chairman of the Audit Committee of the Company. The purpose of this policy is to
provide a framework to promote responsible and secure whistle blowing. It protects
employees willing to raise a concern about serious irregularities within the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
Your Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention of sexual harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act, 2013 and rules made there under. There was no complaint on sexual
harassment during the year under review.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with its
employees.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to shareholders request /
grievance at the minimum. Priority is accorded to address all the issues raised by the
shareholders and provide them a satisfactory reply at the earliest possible time. The
Shareholders' Relationship Committee of the Board meets periodically and reviews the
status of the Shareholders' Grievances. The shareholders of the Company continue to be
traded in electronic forum and de-materialization exists with both the depositories viz.,
National Securities Depository Limited and Central Depository Services (India) Limited.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires preclearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board of Directors and the designated employees have
confirmed compliance with the Code.
HUMAN RELATIONS
Your Company does not have any manufacturing unit or any office except the registered
office.
ENVIRONMENT AND SAFETY
A lot of emphasis is placed on occupational, environment, health and safety of the
employees of the Company. Several steps have been taken to conserve water by recycling it
into useful purposes. A much greener environment has been created by using waste water and
only those plants have been planted which make the environment clean and dust free. The
Company recognizes employees' safety and is always inclined to improve on such standards.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the 'Green Initiative in Corporate Governance' introduced by the Ministry of
Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all
shareholders of the Company are requested to register their e-mail IDs with the Company,
so as to enable the company to send all notices/ reports/documents/ intimations and other
correspondences etc. through e-mails, in the electronic mode instead of receiving physical
copies of the same.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Listing Regulation with stock exchanges in India, is presented in as Annexure 8.
CORPORATE GOVERNANCE
As required under Chapter IV and Schedule V of the SEBI (Listing Obligations&
Disclosure Requirements), Regulations 2015 with the Stock Exchanges, Corporate Governance
as well as the Statutory Auditors' Certificate regarding compliance of conditions of
Corporate Governance forms part of the Annual Report.
Your Company has always practiced sound corporate governance and takes necessary
actions at appropriate times for meeting stakeholders' expectations while continuing to
comply with the mandatory provisions of corporate governance and it has been the endeavor
of your company to follow and implement the best practices of corporate governance, in
letter and spirit.
APPRECIATION
The Directors wish to place on record their deep thanks and gratitude to;
a) The Central and the State Government as well as their respective Departments and
Development Authorities connected with the business of the Company, the Bankers of the
Company as well as other Institutions for their co-operation and continued support.
b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed
in the company and to the Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincere appreciation for the
efforts put in by the officers and employees at all levels in achieving the results and
hopes that they will continue their sincere and dedicated endeavor towards attainment of
better working results during the current year.
APPLICATIONS UNDER INSOLVENCY AND BANKRUPTACY CODE, 2016
Information pursuant to Rule 8 (5) (x) of Companies (Accounts) Rule, 2014, there are no
applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
as at the end of the financial year 31.03.2023.
SETTLEMENTS
Information pursuant to Rule 8 (5) (xii) of Companies (Accounts) Rule, 2014, settlement
with all banks and institutions have already been made and NOC has been obtained.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF
During the year, no amount was due for transfer to IEPF.
ACKNOWLEDGEMENT
Your Directors would like to place on record their sincere appreciation to
Shareholders, Bankers, Institutions and Employees for their cooperation and support.
| Regd. Off: 1, Kanpur Road Prayagraj -211001 (U.P.) |
By order of The Board of Directors of Triveni Glass Limited |
|
Sd / |
Sd/ |
|
J.K. Agrawal |
A.K. Dhawan |
| Place: Prayagraj |
Managing Director |
Director Finance |
| Date: 24-07-2023 |
DIN: 00452816 |
DIN: 00694401 |
|